Terms & Conditions.

1. Acceptance of Terms

By engaging Agentcroft Digital Marketing Agency ("Company", "we", "us", "our") for marketing services, you ("Client", "you", "your") agree to be bound by these Terms and Conditions. These terms constitute a binding agreement between you and Agentcroft. If you do not agree to these terms, you may not use our services. Your continued use of our services constitutes acceptance of these terms.

2. Services Description

Agentcroft provides digital marketing services including but not limited to: paid advertising, SEO, content marketing, social media management, email marketing, influencer marketing, brand strategy, web design, video marketing, marketing automation, analytics, PPC management, conversion rate optimization, reputation management, and related services.

Services may be delivered on a retainer basis (monthly recurring) or as project-based engagements. Specific services, deliverables, and timelines will be detailed in individual service agreements or scope of work documents.

3. Engagement Model and Payment Terms

• 3.1 Service Delivery Models

Agentcroft offers both retainer-based and project-based services:

• Retainer Services: Ongoing monthly services with agreed deliverables

• Project Services: One-off campaigns or discrete projects with defined scope

• Hybrid: Combination of retainer and project work

• 3.2 Payment Terms

All payments for services are due upfront before work commences. No services will begin until payment has been received and cleared. For retainer services, payment is due on the first business day of each month for that month's services. Any delays in payment that impact deliverables cannot be held against Agentcroft and the Client becomes liable for impact on deliverables.

• 3.3 Invoicing

Invoices will be issued by email to the contact designated by the Client. Client is responsible for ensuring accurate billing contact information. Late payment notifications will be sent within 7 days of invoice date.

• 3.4 Currency and Payment Methods

Pricing is quoted in AED unless otherwise specified. Payment methods include bank transfer, credit card, and other methods as agreed. All bank charges and payment processing fees are the responsibility of the Client.

4. Intellectual Property Rights

• 4.1 Ownership Prior to Payment

All work product, deliverables, creative materials, strategies, reports, and intellectual property created by Agentcroft remain the exclusive property of Agentcroft until full payment has been received. Client has no rights to use, reproduce, or distribute any deliverables without full payment.

• 4.2 Ownership Upon Payment

Upon receipt of full payment, Client obtains ownership of the final deliverables specifically created for Client's project. This includes finished campaigns, final design files, written content, and project-specific work product.

• 4.3 Agentcroft IP and Processes

Agentcroft retains all rights to its methodologies, processes, templates, frameworks, tools, systems, and any pre-existing intellectual property. Client may not reproduce, reverse-engineer, or use Agentcroft's proprietary processes for any purpose.

• 4.4 Third-Party IP

Client is responsible for ensuring all content, images, materials, trademarks, and other intellectual property provided by Client do not infringe on third-party rights. Agentcroft assumes no liability for Client-provided content.

5. Engagement Period and Termination

• 5.1 Contract Duration

Service engagements operate on a month-to-month basis unless otherwise specified in a separate service agreement. For retainer services, the engagement continues month-to-month unless terminated by either party.

• 5.2 Termination by Client

Client may terminate services at any time by providing written notice of 30 days. Termination notice must be sent via email to the designated Agentcroft contact. Client remains responsible for payment of all services rendered through the termination date.

• 5.3 Termination by Agentcroft

Agentcroft may terminate services with 30 days written notice for any reason, or immediately for material breach, non-payment, or violation of these terms. Client remains liable for all outstanding invoices.

• 5.4 Obligations Upon Termination

Upon termination:

• Client must pay all outstanding invoices immediately

• Agentcroft will deliver final deliverables only if all payments are current

• Agentcroft will transition accounts and assets as agreed, subject to payment

• Client assumes full responsibility for ongoing marketing accounts (Google Ads, social media, etc.)

• Agentcroft will provide transition support for an additional fee if requested

6. Performance and Results

• 6.1 No Guarantee of Results

Agentcroft provides marketing services using industry best practices and professional expertise. However, Agentcroft makes NO GUARANTEE regarding campaign results, traffic generation, conversions, sales, or any specific outcomes. Marketing success depends on numerous factors beyond Agentcroft's control, including market conditions, competition, economic factors, and Client execution.

• 6.2 Best Efforts Commitment

Agentcroft commits to using best efforts and professional judgment in delivering services. This includes strategic planning, creative execution, optimization, and monitoring. However, results are not guaranteed.

• 6.3 Client Responsibility

Client acknowledges that campaign success requires accurate information, timely feedback, decision-making, and cooperation. Delays or inadequate Client support may impact campaign effectiveness. Agentcroft is not responsible for delays caused by Client non-responsiveness.

• 6.4 Market Conditions

Results depend on market conditions, platform algorithms, competitive landscape, and other external factors. Agentcroft cannot control these external variables and is not liable for unfavorable market conditions affecting campaign performance.

7. Client Responsibilities

• 7.1 Accurate Information

Client agrees to provide accurate, complete, and timely information necessary for service delivery. This includes business information, target audience details, product/service information, and any other data relevant to campaigns.

• 7.2 Content Approval

Client is responsible for reviewing and approving all content, creative, copy, and campaigns before launch. Agentcroft will incorporate Client feedback, but final creative decisions rest with Agentcroft unless otherwise agreed.

• 7.3 Compliance with Laws

Client warrants that all Client-provided content complies with all applicable laws, regulations, and platform policies. Client is responsible for ensuring content is not defamatory, fraudulent, or violates third-party rights.

• 7.4 Account Access and Management

Client must provide necessary access to marketing accounts (Google Ads, Meta, LinkedIn, email systems, websites, etc.). Client remains responsible for account security and compliance with platform terms.

8. Confidentiality

• 8.1 Mutual Confidentiality

Both parties agree to keep confidential any proprietary information, business strategies, pricing, or confidential data disclosed during the engagement. This obligation survives termination.

• 8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available

• Is independently developed

• Is rightfully received from a third party

• Must be disclosed by law

• 8.3 Portfolio and Case Studies

Agentcroft may use anonymous case studies, metrics, and project results in marketing materials unless Client explicitly opts out in writing. Client names and identifying information will not be used without consent.

9. Indemnification and Liability

• 9.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Agentcroft from any claims, damages, losses, or liabilities arising from:

• Client-provided content or materials

• Client violation of third-party intellectual property rights

• Client violation of laws or regulations

• Client misrepresentation of products/services

• Claims by end-users or third parties regarding Client's business

• 9.2 Agentcroft Not Liable for Client Content

Agentcroft shall NOT be liable for any claims, damages, or legal costs resulting from Client-provided content, including:

• Defamation claims

• Copyright/trademark infringement

• False advertising claims

• Fraudulent representations

• Consumer complaints about Client's products or services

Agentcroft is merely the marketing vehicle and assumes no liability for the substance of Client's business or claims.

• 9.3 Limitation of Liability

Agentcroft's liability is limited to direct damages only. Agentcroft is NOT liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or revenue, even if advised of the possibility of such damages.

• 9.4 No Warranty

Services are provided "as is" without warranty of any kind. Agentcroft makes no representations regarding fitness for a particular purpose, uninterrupted service, or error-free operation.

10. Data and Reporting

• 10.1 Campaign Data

Agentcroft will provide regular reporting on campaign performance, metrics, and analytics as specified in service agreements. Reporting frequency and format will be agreed upon separately.

• 10.2 Data Access

Client is responsible for maintaining access to marketing accounts and analytics platforms. Agentcroft does not guarantee access to third-party data or platforms.

• 10.3 Data Retention

Upon termination, Agentcroft will provide available campaign data and reports. However, Agentcroft is not responsible for data retention beyond 30 days post-termination. Client should download and archive all important data during the engagement.

11. Prohibited Activities

Client agrees NOT to:

• Use Agentcroft services for illegal activities or to promote illegal products/services

• Violate any laws, regulations, or platform policies

• Engage in fraud, deception, or misrepresentation

• Infringe on third-party intellectual property

• Harass, defame, or harm third parties

• Use Agentcroft's processes or IP for competing services

• Share Agentcroft strategies with competitors without permission

• Violate platform terms of service (Google, Meta, LinkedIn, etc.)

12. Dispute Resolution and Governing Law

• 12.1 Governing Law

These Terms and Conditions are governed by the laws of the United Arab Emirates, specifically the laws applicable in Dubai, without regard to conflict of law principles.

• 12.2 Dispute Resolution

Any disputes arising from these terms or the services provided shall be subject to the jurisdiction of the courts of Dubai, UAE. Both parties agree to submit to the exclusive jurisdiction of these courts.

• 12.3 Informal Resolution

Before pursuing formal legal action, both parties agree to attempt to resolve disputes through good-faith negotiation. Either party may request a meeting with senior management to resolve the dispute.

• 12.4 Attorneys' Fees

The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and court costs from the non-prevailing party.

13. Modifications to Terms

Agentcroft reserves the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting. Client's continued use of services after changes indicates acceptance of modified terms. For material changes, Agentcroft will provide written notice to the Client.

14. Entire Agreement

These Terms and Conditions, along with any separate service agreement or scope of work, constitute the entire agreement between Client and Agentcroft regarding services. All prior negotiations, representations, and agreements are superseded by this agreement. Any modifications must be in writing and signed by authorized representatives of both parties.

15. Severability

If any provision of these Terms and Conditions is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16. Contact Information

For questions about these Terms and Conditions, contact:

• Agentcroft Digital Marketing Agency

• Email: [email protected]

• Website: www.agentcroft.com

• Location: Dubai, United Arab Emirates

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